UNITED STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington, D.C.
20549






FORM
10-Q /A






x QUARTERLY REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934






For the quarterly
period ended September
30, 2008






o TRANSITION REPORT UNDER
SECTION 13 OR 15 (d) OF THE EXCHANGE ACT






For the transition
period from _________ to _________






Commission File
Number: 333-150831






Cicero Resources
Corp.


(Name of Small
Business Issuer in its charter)




Nevada
            None(state or
      other jurisdiction of incorporation
      or organization)
            (I.R.S.
      Employer I.D. No.)





7251
W. Lake Mead Blvd, Suite 300


Las
Vegas NV 89128


(Address of
principal executive offices)




(702) 562
4308


Issuer’s telephone
number






Indicate by check
mark whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90
days.  Yesþ
  No o




Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company. See definition of
“large accelerated filer”, “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act. (Check one):





Large accelerated
filer o      Accelerated
filer o     Non-accelerated
filer o   Smaller reporting companyþ




Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yesþ
  No o






APPLICABLE
ONLY TO CORPORATE ISSUERS






As of October 30, 2008, the
registrant had 34,040,000shares of common stock outstanding.










Amendment Notice:This
Quarterly Report on Form 10-Q is being amended to rectify a software error which
caused improper formatting of the Balance Sheets through the addition of an
extra digit at the end of each figure.




Table of Contents


PART I - FINANCIAL INFORMATION
              1Item 1. Financial Statements
              F-1Item 2. Management’s Discussion and Analysis of Financial
      Condition and Results of Operations
              2Item 3. Quantitative and Qualitative Disclosures About Market
      Risk
              4Item 4. Controls and Procedures
              4Item 4T. Controls and Procedures
              4PART II – OTHER INFORMATION
              4Item 1. Legal Proceedings.
              4Item 1A. Risk Factors.
              4Item 2. Unregistered Sales of Equity Securities and Use of
      Proceeds.
              5Item 3. Defaults Upon Senior
    Securities.
              5Item 4. Submission of Matters to a Vote of Security
      Holders.
              5Item 5. Other Information.
              5Item 6. Exhibits
              6










PART
I - FINANCIAL INFORMATION






Item
1. Financial Statements






The unaudited
interim consolidated financial statements of Cicero Resources Corp. (the
“Company”, “Cicero”, “we”, “our”, “us”) follow. All currency references in this
report are in US dollars unless otherwise noted.







Cicero Resources
Corp.


Report
and Financial Statements


(An Exploration
Stage Company)


(Unaudited)


September 30,
2008























Financial Statement
Index













Balance
      Sheets
            F–1Statements of
      Operations
            F–2Statements of Cash
      Flows
            F–3Statements of
      Stockholders’ Equity
            F–4Notes to the Financial
      Statements
            F–5




1





CICERO
RESOURCESCORP.


(An Exploration
Stage Company)


BALANCE
SHEETS


(Stated in US
Dollars)











September 30, 2008
              (unaudited)
            
            
            December
      31, 2007ASSETSCurrent
      assetsCash and cash equivalents
            
            $
            4,136
            
            
            $
            47,491Accounts receivable
            
            
            12
            
            
            
            12Total current
      assets
            
            
            4,148
            
            
            
            47,503Total
      Assets
            
            $
            4,148
            
            
            $
            47,503LIABILITIES AND STOCKHOLDER’S
      EQUITYCurrent
      liabilitiesAccounts payable and accrued liabilities
            
            $
            620
            
            
            $
            5,336Total current
      liabilities
            
            
            620
            
            
            
            5,336Stockholder’s
      EquityPreferred Stock, $0.00001 par value; authorized 20,000,000 shares,
      none issued  and outstanding
            
            
            -
            
            
            
            -Common Stock, $0.00001 par value; authorized 150,000,000 shares, issued
      and outstanding 34,040,000 and 29,000,000 shares,
    respectively
            
            
            340
            
            
            
            290Additional
      Paid in Capital
            
            
            83,160
            
            
            
            47,210Deficit
      accumulated during the Exploration Stage
            
            
            (79,972)
            
            
            
            (5,333)Total
      Stockholder’s Equity
            
            
            3,528
            
            
            
            42,167Total
      Liabilities and Stockholder’s Equity
            
            $
            4,148
            
            
            $
            47,503





The accompanying
notes are an integral part of these financial statements
 F-1


CICERO
RESOURCES CORP.


(An ExplorationStage Company)


STATEMENTS OF
OPERATIONS


for the three and
nine months ended September 30, 2008 and for the period
October 19, 2007 (Date of Inception) to September 30, 2008


(Stated in US
Dollars)


(Unaudited)




Three months ended September 30, 2008
              
              
              Nine months ended September 30, 2008
              
              
              October 19, 2007 (Date of Inception) to
      September 30,2008Costs and
      expensesAccounting and audit
    fees
              
              $
              3,788
              
              
              $
              10,153
              
              
              $
              10,153Bank charges and
    interest
              
              
              26
              
              
              
              186
              
              
              
              195Filing fees
              
              
              1,386
              
              
              
              15,214
              
              
              
              15,214Mineral
      property acquisition cost
              
              
              320
              
              
              
              6,320
              
              
              
              6,320Professional fees
              
              
              5,399
              
              
              
              42,016
              
              
              
              47,340Rent
              
              
              750
              
              
              
              750
              
              
              
              750Total
      expenses
              
              
              11,668
              
              
              
              74,639
              
              
              
              79,972Net
      loss
              
              $
              (11,668)
              
              
              $
              (74,639)
              
              
              $
              (79,972)Basic and
      diluted loss per share
              
              $
              (0.00)
              
              
              $
              (0.00)Weighted
      average number of shares outstanding
              
              
              34,040,000
              
              
              
              34,478,102


The accompanying
notes are an integral part of these financial statements
 F-2


CICERO
RESOURCES CORP.


(An Exploration
Stage Company)


STATEMENTS OF CASH FLOWS


for the nine months
ended September 30, 2008 and for the period
October 19, 2006 (Date of Inception) to September 30, 2008


(Stated in US
Dollars)


(Unaudited)








Nine Months Ended September 30,
      2008
              
              
              October
      19, 2007 (Date of Inception) to
                September
      30, 2008Cash Flows
      used in Operating ActivitiesNet loss for the period
              
              $
              (74,639)
              
              
              $
              (79,972)Change in non-cash working capital
      balancesrelated to
      operations:Accounts
      receivable
              
              
              -
              
              
              
              (12)Accounts payable and accrued
      liabilities
              
              
              (4,716)
              
              
              
              620Net cash used
      in operating activities
              
              
              (79,355)
              
              
              
              (79,364)Cash Flows
      from Financing ActivitiesProceeds on sale of common
      stock
              
              
              36,000
              
              
              
              83,500Net cash
      provided by financing activities
              
              
              36,000
              
              
              
              83,500Increase
      (decrease) in cash and restricted cash duringthe
      period
              
              
              (43,355)
              
              
              
              4,136Cash,
      beginning of period
              
              
              47,491
              
              
              
              -Cash, end of
      period
              
              $
              4,136
              
              
              $
              4,136


The accompanying
notes are an integral part of these financial statements
 F-3


CICERO
RESOURCES CORP.


(An
Exploration Stage Company)


STATEMENTS OF
STOCKHOLDERS' EQUITY


for the period
October 19, 2007 (Date of Inception) to September 30,
2008


(Stated in US
Dollars)


(Unaudited)


Common
      Stock $0.00001 par value
                
                
                Additional
      Paid-In Capital
                
                
                Deficit
      Accumulated During the Exploration Stage
                
                
                TotalIssued
      Shares
                
                
                AmountCommon stock
      issued for cash- Initial capitalization -at
      $0.0015
                
                
                25,000,000
                
                
                $
                250
                
                
                $
                37,250
                
                
                $
                -
                
                
                $
                37,500- Pursuant to subscription agreements -at
      $0.0025
                
                
                4,000,000
                
                
                
                40
                
                
                
                9,960
                
                
                
                -
                
                
                
                10,000Net loss for
      the period
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (5,333)
                
                
                
                (5,333)Balance,
      December 31, 2007
                
                
                29,000,000
                
                
                $
                290
                
                
                $
                47,210
                
                
                $
                (5,333)
                
                
                $
                42,167Common stock
      issued for cash- Pursuant to subscription agreements - at
      $0.0025
                
                
                8,000,000
                
                
                
                80
                
                
                
                19,920
                
                
                
                -
                
                
                
                20,000- Pursuant to subscription agreements - at
      $0.40
                
                
                40,000
                
                
                
                -
                
                
                
                16,000
                
                
                
                -
                
                
                
                16,000- Pursuant to cancellation
      agreements
                
                
                (3,000,000)
                
                
                
                (30)
                
                
                
                30Net loss for
      the period
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (74,639)
                
                
                
                (74,639)Balance,
      September 30, 2008
                
                
                34,040,000
                
                
                $
                340
                
                
                $
                83,160
                
                
                $
                (79,972)
                
                
                $
                3,528


The accompanying
notes are an essential part of these financial statements
 F-4


CICERO
RESOURCES CORP.


(An
Exploration Stage Company)


NOTES TO THE
FINANCIAL STATEMENTS


September 30,
2008


(Stated in US
Dollars)


(Unaudited)




NOTE
1 – ORGANIZATION AND NATURE OF BUSINESS




Organization and
Operations




Cicero Resources
Corp. (the “Company”) was incorporated in the State of Nevada on October 19,
2007. The Company is an Exploration Stage Company as defined by Statement of
Financial Accounting Standards (“SFAS”) No. 7. The Company has acquired a
mineral property located in the Sunset Mining District within the southwestern
corner of the state of Nevada, U.S.A. and has not yet determined whether this
property contains reserves that are economically recoverable.




NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




Basis of
Presentation




These financial
statements are presented in accordance with accounting principles generally
accepted in the United States and are expressed in U.S. dollars




Interim Financial
Statements




The unaudited
interim financial statements have been prepared in accordance with accounting
principles generally accepted in the United States for interim financial
information. In the opinion of management, the unaudited financial statements
have been prepared on the same basis as the annual financial statements and
reflect all adjustments, which include only normal recurring adjustments,
necessary to present fairly the financial position as of September 30, 2008 and
the results of operations and cash flows for the periods ended September 30,
2008. The financial data and other information disclosed in these notes to the
interim financial statements related to these periods are unaudited. The results
for the three months ended September 30, 2008 is not necessarily indicative of
the results to be expected for any subsequent quarter or the entire year ending
December 31, 2008. The balance sheet at December 31, 2007 has been derived from
the audited financial statements at that date.




Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States
have been condensed or omitted pursuant to the Securities and Exchange
Commission’s rules and regulations. These unaudited financial statements should
be read in conjunction with our audited financial statements and notes thereto
for the period ended December 31, 2007 as included in our report on Form S-1
filed May 12, 2008.


F-5




NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)




These financial
statements have been prepared on a “going concern” basis, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, as of September 30, 2008, the Company had cash of $4,136 and
a stockholders’ equity of $3,528. Further, the Company has incurred a net loss
of $79,972 since its inception, has net working capital of $3,528 and may incur
further losses in the development of its business, all of which casts
substantial doubt about the company’s ability to continue as a going concern,
The Company’s ability to continue as a going concern is dependent upon its
ability to generate future profitable operations and/or to obtain the necessary
financing to meet its obligations and repay its liabilities arising from normal
business operations when they come due.




Mineral Property
Costs




The Company has
been in the exploration stage since its incorporation and inception on October
19, 2007 and has not yet realized any revenues from its planned operations. It
is primarily engaged in the acquisition and exploration of mining properties.
Mineral property acquisition costs are capitalized and are charged to operations
as the value is impaired. Exploration costs are expensed until proven and
probable reserves are established. When it has been determined that a mineral
property can be economically developed as a result of establishing proven and
probable reserves, the costs incurred to develop such property are capitalized.
Such costs will be amortized using the units-of-production method over the
estimated life of the probable reserves.




Use of Estimates and
Assumptions




The preparation of
financial statements in conformity with accounting principles generally accepted
in the United States requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.




Foreign Currency
Translation




The Company’s
functional and reporting currency is the United States dollar.




Financial
Instruments




The carrying values
of the Company’s financial instruments, consisting of cash and cash equivalents,
accounts payable and accrued liabilities, approximate their fair values due to
the short maturity of these instruments.




Environmental
Costs




Environmental
expenditures that relate to current operations are charged to operations or
capitalized as appropriate. Expenditures that relate to an existing condition
caused by past operations, and which do not contribute to current or future
revenue generation, are charged to operations. Liabilities are recorded when
environmental assessments and/or remedial efforts are probable, and the cost can
be reasonably estimated. Generally, the timing of these accruals coincides with
the earlier of completion of a feasibility study or the Company’s commitment to
a plan of action based on the then known facts.




F-6




NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)




Income
Taxes




Income taxes are
accounted for under the assets and liability method. Deferred tax assets and
liabilities are recognized for the estimated future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases and operating
loss and tax credit carryforwards. Deferred tax assets and liabilities are
measured using enacted tax rates in effect for the year in which those temporary
differences are expected to be recovered or settled.




Basic and Diluted Net Loss
Per Share




The Company
computes net income (loss) per share in accordance with SFAS No. 128, "Earnings per Share". SFAS No.
128 requires presentation of both basic and diluted earnings per share (EPS) on
the face of the income statement. Basic EPS is computed by dividing net income
(loss) available to common shareholders (numerator) by the weighted average
number of shares outstanding (denominator) during the period. Diluted EPS gives
effect to all potentially dilutive common shares outstanding during the period.
Diluted EPS excludes all potentially dilutive shares if their effect is
anti-dilutive.




Stock-based
Compensation




Stock-based
compensation is accounted for at fair value in accordance with SFAS Nos 123 and
123R. To date, the Company has not adopted a stock option plan and has not
granted any stock options.




Cash and Cash
Equivalents




The Company
considers all highly liquid instruments with a maturity of three months or less
at the time of issuance to be cash equivalents.




Recently Issued Accounting
Pronouncements




On
December 4, 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in
Consolidated Financial Statements” (“SFAS No. 160”). SFAS No. 160
requires all entities to report non-controlling (minority) interests in
subsidiaries as equity in the consolidated financial statements. The statement
establishes a single method of accounting for changes in a parent’s ownership
interest in a subsidiary that do not result in deconsolidation and expands
disclosures in the consolidated financial statements. SFAS No. 160 is effective
for fiscal years beginning after December 15, 2008 and interim periods within
those fiscal years. The Company has not yet determined the impact of the
adoption of SFAS No. 160 on its consolidated financial statements and footnote
disclosures.




On
December 4, 2007, the FASB issued SFAS No. 141R, “Business Combinations” (“SFAS
No. 141R”). SFAS No. 141R requires the acquiring entity in a business
combination to recognize all the assets acquired and liabilities assumed,
establishes the acquisition date fair value as the measurement objective for all
assets acquired and liabilities assumed, and requires the acquirer to expand
disclosures about the nature and financial effect of the business combination.
SFAS No. 141R is effective for business combinations for which the acquisition
date is on or after the beginning of the first annual reporting period beginning
on or after December 15, 2008. The Company has not yet determined the impact of
the adoption of SFAS No. 141R on its consolidated financial statements and
footnote disclosures.





F-7







NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)




In
March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities” (SFAS No. 161”). This new standard is
intended to improve financial reporting involving derivative instruments and
hedging activities by requiring enhanced disclosures to enable investors to
better understand their effects on an entity’s financial position, financial
performance, and cash flows. It is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008, with early
application encouraged. The Company is currently evaluating the impact of
adopting SFAS No. 161 on its consolidated financial statements.




In
April 2008, the FASB issued Staff Position FAS 142-3, “Determination of the Useful Life of
Intangible Assets” (“FSP FAS 142-3”) which amends the factors an entity
should consider in developing renewal or extension assumptions used to determine
the useful life of a recognized intangible asset under FAS No. 142, “Goodwill and Other Intangible
Assets” (“FAS No. 142”).  FSP FAS 142-3 applies to intangible assets
that are acquired individually or with a group of assets and intangible assets
acquired in both business combinations and asset acquisitions.  It removes
a provision under FAS No. 142, requiring an entity to consider whether a
contractual renewal or extension clause can be accomplished without substantial
cost or material modifications of the existing terms and conditions associated
with the asset.  Instead, FSP FAS 142-3 requires that an entity consider
its own experience in renewing similar arrangements.  An entity would
consider market participant assumptions regarding renewal if no such relevant
experience exists.  FSP FAS 142-3 is effective for year ends beginning
after December 15, 2008 with early adoption prohibited.  We have not yet
determined the effect, if any, of the adoption of this statement on our
financial condition or results of operations.





In
June 2008, the FASB issued FSP No. EITF 03-6-1, “Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities”
(“FSP EITF 03-6-1”).  FSP EITF 03-6-1 concludes that unvested share-based
payment awards that contain rights to receive non-forfeitable dividends or
dividend equivalents are participating securities, and thus, should be included
in the two-class method of computing earnings per share (“EPS”).  FSP EITF
03-6-1 is effective for fiscal years beginning after December 15, 2008, and
interim periods within those years.  Early application of EITF 03-6-1 is
prohibited.  It also requires that all prior-period EPS data be adjusted
retrospectively.  We have not yet determined the effect, if any, of the
adoption of this statement on our financial condition or results of
operations.




Recently Adopted Accounting
Pronouncements




In
July 2006, the FASB issued FASB Interpretation (“FIN”) No. 48, “Accounting for Uncertainty in Income
Taxes” (“FIN 48”) which prescribes a comprehensive model for how a
company should recognize, measure, present and disclose in its financial
statements uncertain tax positions that the company has taken or expects to take
on a tax return (including a decision whether to file or not to file a return in
a particular jurisdiction). The accounting provisions of FIN 48 are effective
for fiscal years beginning after December 15, 2006. The adoption of this
Interpretation had no impact on the Company’s financial position or results of
operations.


F-8




NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)




In
September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements"
("SFAS No. 157"). SFAS No. 157 defines fair value, establishes a framework and
gives guidance regarding the methods used for measuring fair value, and expands
disclosures about fair value measurements. In February 2008, the FASB issued
FASB Staff Position No. 157-1, "Application of FASB Statement No.
157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address
Fair Value Measurements for Purposes of Lease Classification or Measurement
under Statement 13" ("FSP 157-1") and FASB Staff Position No. 157-2,
"Effective Date of FASB Statement No. 157" ("FSP No. 157-2"). FSP No. 157-1
amends SFAS No. 157 to remove certain leasing transactions from its scope. FSP
157-2 delays the effective date of SFAS 157 for all non-financial assets and
non-financial liabilities, except for items that are recognized or disclosed at
fair value in the financial statements on a recurring basis (at least annually),
until fiscal years beginning after November 15, 2008. SFAS No. 157 is effective
for financial statements issued for fiscal years beginning after November 15,
2007, and interim periods within those fiscal years. The adoption of SFAS 157
did not have any impact on the Company’s results of operations or financial
position




In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial
Assets and Financial Liabilities — Including an Amendment of FASB Statement No.
115,” (“SFAS No. 159”) which is effective for fiscal years beginning
after November 15, 2007. SFAS No. 159 is an elective standard which permits an
entity to choose to measure many financial instruments and certain other items
at fair value at specified election dates. Subsequent unrealized gains and
losses on items for which the fair value option has been elected will be
reported in earnings. The adoption of SFAS 159had no impact on the Company’s
results of operations or financial position




NOTE
3 – COMMON STOCK




On
December 12, 2007, we sold 25,000,000 shares of our common stock to First
Centerline Investments Ltd., a Nevada corporation controlled by our former sole
director and officer, Tom Alexiou, at $0.0015 per share for cash proceeds of
$37,500. These securities were issued without a prospectus pursuant to Section
4(2) of the Securities Act.




On
December 21, 2007 we sold 4,000,000 shares and on January 30, 2008, we sold
8,000,000 shares of our common stock to six investors, at $0.0025 per share for
cash proceeds of $10,000 and $20,000, respectively. These securities were issued
without a prospectus pursuant to Regulation S of the Securities
Act.




On
February 19, 2008, we sold 40,000 shares of our common stock to 32 investors at
$0.40 per share for cash proceeds of $16,000. These securities were issued
without a prospectus pursuant to Regulation S of the Securities
Act.




On
April 28, 2008, we entered into agreements with 6 investors who purchased an
aggregate of 12,000,000 shares of our common stock, to cancel an aggregate of
3,000,000 shares of our common stock; 500,000 shares of our common stock per
investor. Our management decided that this would benefit the Company by
decreasing the amount of shares which were sold at a very low price and in
consideration we agreed to register an aggregate of 240,000 shares of our common
stock held by the 6 investors, 40,000 shares of our common stock per investor,
on our Form S-1 Registration Statement.




NOTE
4 – RELATED PARTY TRANSACTIONS




On
December 12, 2007, we sold 25,000,000 shares of our common stock to First
Centerline Investments Ltd., a Nevada corporation controlled by our former sole
director and officer, Tom Alexiou, at $0.0015 per share for cash proceeds of
$37,500. These securities were issued without a prospectus pursuant to Section
4(2) of the Securities Act.




F-9




NOTE
5 – CONTINGENCY




The Company may in
the future decide to engage in a “reverse acquisition” transaction and acquire a
target company in an unrelated business through the delivery of sufficient
common stock to the stockholders of the target company to result in a change in
control of the Company after the transaction. The SEC may categorize the Company
as a “shell company” prior to such a transaction and subject the Company to more
stringent disclosure rules regarding any reverse acquisition
transaction.




NOTE
6 – MINING ACQUISITIONS




On
January 30, 2008, the Company entered into an option agreement with Multi Metal
Mining Corp to acquire an undivided 100% interest in a certain lode mining claim
known as the Crimson Queen lode mining claim located in Clark County
Nevada.




The terms of the
agreement are:




·
            $6,000 cash
      payment upon execution of the option agreement
  (paid)




·
            $50,000 cash
      payment within one year of
execution




An
additional $200,000 in cash payments and 1,000,000 common shares issued by the
Company to Multi Metal Mining Corp within two years of executing the
agreement.


F-10







Item2.Management’s
Discussion and Analysis of Financial Condition and Results of
Operations




Forward
Looking Statements




This quarterly
report on Form 10-Q contains forward-looking statements that involve risks and
uncertainties. These statements relate to future events or our future financial
performance. In some cases, you can identify forward-looking statements by
terminology including "could", "may", "will", "should", "expect", "plan",
"anticipate", "believe", "estimate", "predict", "potential" and the negative of
these terms or other comparable terminology. These statements are only
predictions. Actual events or results may differ materially.




While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgment regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested in this report.




Overview




We are a startup mineral exploration company focused on the
development of a portfolio of our gold property and the acquisition of
additional prospects.  We have had no revenues as of the end of our
most recent fiscal year and we have only recently begun limited
operations.





On
January 30, 2008 we entered into an option agreement with Multi Metal Mining
Corp. pursuant to which we acquired an option to purchase an undivided 100%
interest in a gold prospect propertycommonly known as the
Crimson Queen Property, subject to a 5% net smelter return.  The
Crimson Queen Property is comprised of approximately 20 acres of land located in
the Sunset Mining District, Clark County, Nevada, USA.





In
order to fully exercise the option to purchase the 100% interest in the Crimson
Queen Property, we must pay an additional $50,000 by January 30, 2009 and pay
$200,000, as well as issue 1,000,000 shares of our common stock by January 30,
2010.




Liquidity
and Capital Resources




At
September 30, 2008 we had cash of $4,136 in our bank accounts and working
capital of $3,528. Our net loss from inception on October 19, 2007 (inception)
to September 30, 2008 was $79,972. We are solely dependent on the funds raised
through our equity or debt financing and our net loss was funded through equity
financing.




Since October 19,
2007 (date of inception) to present, we raised gross proceeds of $83,500 in cash
from the sale of our securities.  We raised $36,000 through financing
activities in the nine months ended September 30, 2008.




For the nine months
ended September 30, 2008, we used net cash of $79,355 in operating
activities.  Our cash level decreased by $43,355 for the nine months
ended September 30, 2008 due to the high professional fees associated with
filing our registration statement and an increase in general and administrative
costs.




2




For the nine months
ended September 30, 2008 we required approximately $8,817 per month to fund our
operating expenses.  Cash of $4,136 in our bank accounts as of
September 30, 2008,  will not be sufficient to fund our operations for
even one month.




We
expect to require approximately an additional $850,000 in financing to undertake
our planned operations and exploration activities over the next 12 months
(beginning November 2008), as follows:







Description
      of Expense
            AmountRetain a
      geologist as a contractor
            $20,000Retain a land
      specialist and an engineer as contractors
            $20,000Equipment
      rental costs
            $22,000Conduct the
      first phase of an exploration program on the Crimson Queen
      Property
            $80,500Conduct the
      second phase of an exploration program on the Crimson Queen
      Property
            $220,000Maintain and
      exercise the options to acquire the Crimson Queen Property
            $50,000Annual
      maintenance charges on the property
            $125Obtain
      interests in other mining properties
            $250,000Consulting
      fees
            $50,000Management
      fees
            $50,000General and
      administrative expenses
            $50,000Professional
      Fees
            $40,000Total
            $852,625





At
present, our cash requirements for the next twelve months outweigh the funds
available to maintain or develop our operations.  In order to fully
carry out our business plan for the next 12 months, we need additional financing
of approximately $850,000. In order to improve our liquidity, we intend to raise
additional equity financing from private investors or through a registered
public offering. We intend to negotiate with our management and consultants to
pay parts of salaries and fees with stock and stock options instead of cash.
There can be no assurance we will be successful in our efforts to secure
additional equity financing. If we are unable to raise equity or obtain
alternative financing, we may be unable to continue operations with respect to
the continued development and marketing of our company and our business plan may
fail.




If
cash flow improves through these efforts, management believes that we can
continue to operate. However, no assurance can be given that management's
actions will result in profitable operations or improve our
liquidity.




Results
of Operations for the Period From October 19, 2007 (Date of Inception) to
September 30, 2008 and for the Three Months Ended September 30,
2008.




Lack
of Revenues





We
have had limited operations since our inception on October 19, 2007 to September
30, 2008 and we have not generated any revenues. As of September 30, 2008, we
had total assets of $4,148 and total liabilities of $620. Since our inception to
September 30, 2008, we have an accumulated deficit of $79,972. We anticipate
that we will incur substantial losses over the next year.  Our ability
to generate any revenues in the next 12 months remains uncertain.





Expenses





We
accumulated total expenses of $79,972 from the date of our inception to
September 30, 2008, including $47,340 in professional fees, $6,320 to acquire of
our mineral property, $15,214 in transfer agent and filing fees, and $10,153 in
accounting and audit fees.





For the three
months ended September 30, 2008, we incurred total expenses of $11,668,
including $5,399 in professional fees, $1,386 in transfer agent and filing fees,
$3,788 in accounting and audit fees, $320 in property acquisition costs and $750
in rent.





Net
Loss





From the time of
inception on October 19, 2007 to September 30, 2008 we incurred a net loss of
$79,972.




Results
of Operations for the Nine Months Ended September 30, 2008.




Lack
of Revenues





We
did not earn any revenues in the nine months ended September 30,
2008.  We anticipate that we will incur substantial losses over the
next year and our ability to generate any revenues in the next 12 months
continues to be uncertain.





Expenses





For the nine months
ended September 30, 2008, we incurred total expenses of $74,639, including
$42,016 in professional fees, $15,214 in transfer agent and filing fees, $10,153
in accounting and audit fees, $6,320 in property acquisition costs and $750 in
rent.


Net
Loss





For the nine months
ended September 30, 2008, we incurred a net loss of $74,639.





3




Inflation




The amounts
presented in the financial statements do not provide for the effect of inflation
on our operations or financial position. The net operating losses shown would be
greater than reported if the effects of inflation were reflected either by
charging operations with amounts that represent replacement costs or by using
other inflation adjustments.




Off-Balance Sheet
Arrangements




As
of September 30, 2008, we had no off-balance sheet transactions that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in our financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources.




Item 3. Quantitativeand Qualitative Disclosures About Market
Risk.




Not
applicable.




Item 4. Controls and Procedures.




Not
applicable.




Item4T. Controls and Procedures.




(a) Evaluation of
disclosure controls and procedures




Melanie Williams,
our Chief Executive Officer and Chief Financial Officer evaluated our
“disclosure controls and procedures” (as defined in Rule 13a-15(e) and Rule
15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”) as of a
date within 90 days before the filing date of this report and has concluded that
as of the evaluation date, our disclosure controls and procedures are effective
to ensure that information we are required to disclose in reports that we file
or submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission’s
rules and forms.




(b) Changes in
internal controls




There were no
changes in our internal controls over financial reporting or in other factors
that could significantly affect these controls in during the period ending
September 30, 2008.






PARTII – OTHERINFORMATION






Item1.Legal
Proceedings.




We are not aware of any legal proceedings which involve Cicero or
any of its properties or subsidiaries.




Item 1A. Risk Factors.




Not
applicable.




4




Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds.




From January 1,
2008 to September 30, 2008, we did not sell any previously undisclosed
unregistered securities.




Item 3. Defaults Upon Senior Securities.




None.




Item 4. Submission of Matters to a Vote of Security
Holders.




None.




Item 5. Other Information.




None.




Item 6. Exhibits




Exhibit No.
            Description31.1
            Certification of the Chief Executive Officer and Chief
      Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act
      pursuant to Section 302 of the Sarbanes-Oxley Act of
    200232.1
            Certification of the Chief Executive Officer and Chief
      Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of
  2002


5




SIGNATURES




In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.




Cicero
      Resources Corp.(Registrant)/s/
      Melanie WilliamsDate :
      November 5, 2008
            Melanie
      WilliamsPresident,
      Chief Executive Officer, Director,
      Chief Financial Officer, Principal
      Accounting Officer, Secretary,
  Treasurer